UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ___________________

                                   FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                  For the Fiscal Year Ended December 31, 2002
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


<TABLE>
<CAPTION>
Commission File            Name of Registrant; State of Incorporation; Address of       IRS Employer
Number                     Principal Executive Offices; and Telephone Number            Identification Number
---------------------      ---------------------------------------------------------    -------------------------
<S>                        <C>                                                         <C>
1-16169                    EXELON CORPORATION                                           23-2990190
                           (a Pennsylvania corporation)
                           10 South Dearborn Street - 37th Floor
                           P.O. Box 805379
                           Chicago, Illinois 60680-5379
                           (312) 394-7398
1-1839                     COMMONWEALTH EDISON COMPANY                                  36-0938600
                           (an Illinois corporation)
                           10 South Dearborn Street - 37th Floor
                           P.O. Box 805379
                           Chicago, Illinois 60680-5379
                           (312) 394-4321
1-1401                     PECO ENERGY COMPANY                                          23-0970240
                           (a Pennsylvania corporation)
                           P.O. Box 8699 2301 Market Street
                           Philadelphia, Pennsylvania 19101-8699
                           (215) 841-4000
333-85496                  EXELON GENERATION COMPANY, LLC                               23-3064219
                           (a Pennsylvania limited liability company)
                           300 Exelon Way
                           Kennett Square, Pennsylvania 19348
                           (610) 765-6900
</TABLE>

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                                                    Name of Each Exchange on Which
Title of Each Class                                                                 Registered
------------------------------------------------------------------------------      ---------------------------------
<S>                                                                                <C>
EXELON CORPORATION:
Common Stock, without par value                                                     New York, Chicago and
                                                                                    Philadelphia
COMMONWEALTH EDISON COMPANY:
Company-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary         New York
Trust Holding Solely Commonwealth Edison Company's 8.48% Subordinated Debt
Securities and unconditionally guaranteed by Commonwealth Edison Company


<PAGE>

PECO ENERGY COMPANY:
First and Refunding Mortgage Bonds:  6-3/8% Series due 2005, and 6-1/2%             New York
Series due 2003
Cumulative Preferred Stock, without par value:  $4.68 Series, $4.40 Series,         New York
$4.30 Series and $3.80 Series
Trust Receipts of PECO Energy Capital Trust II, each representing an 8.00%          New York
Cumulative Monthly Income Preferred Security, Series C, $25 stated value,
issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO
Energy Company
Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38%          New York
Cumulative Preferred Security, Series D, $25 stated value, issued by PECO
Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

COMMONWEALTH EDISON COMPANY:
Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants
PECO ENERGY COMPANY:
Cumulative Preferred Stock, $7.48 Series without par value

         Indicate  by check  mark  whether  the  registrants  (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrants'  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

                                       ii
<PAGE>


         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act).

          Exelon Corporation                               Yes [X]    No [ ]
          Commonwealth Edison Company                      Yes [ ]    No [X]
          PECO Energy Company                              Yes [ ]    No [X]
          Exelon Generation Company, LLC                   Yes [ ]    No [X]

         The  estimated  aggregate  market  value of the voting  and  non-voting
common equity held by  nonaffiliates of each registrant as of June 28, 2002, was
as follows:

         Exelon Corporation Common Stock, without par value   $16,886,511,503
         Commonwealth Edison Company Common Stock,
            $12.50 par value                                  No established
                                                              market
         PECO Energy Company Common Stock, without par value  None
         Exelon Generation Company, LLC                       Not applicable

         The number of shares  outstanding of each registrant's  common stock as
of February 28, 2003 was as follows:

         Exelon Corporation Common Stock, without par value   324,068,637
         Commonwealth Edison Company Common Stock,
            $12.50 par value                                  127,016,425
         PECO Energy Company Common Stock, without par value  170,478,507
         Exelon Generation Company, LLC                       Not applicable

Other

         Exelon Generation Company,  LLC met the conditions set forth in General
Instruction  (I)(1)(a)  and (b) of Form 10-K and is  therefore  filing this form
with the reduced disclosure format.

                                      iii
<PAGE>

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
FILING FORMAT                                                               2
EXPLANATORY NOTE                                                            2

PART III                                                                    3
ITEM 14.          CONTROLS AND PROCEDURES                                   3

PART IV                                                                     5
ITEM 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K                                       5

SIGNATURES                                                                 24

                                       1
<PAGE>


FILING FORMAT
         This  combined  Form  10-K/A  is  being  filed   separately  by  Exelon
Corporation  (Exelon),  Commonwealth Edison Company (ComEd), PECO Energy Company
(PECO)  and  Exelon   Generation   Company,   LLC  (Generation)   (Registrants).
Information  contained  herein  relating to any  individual  registrant has been
filed  by  such  registrant  on  its  own  behalf.   No  registrant   makes  any
representation as to information relating to any other registrant.

EXPLANATORY NOTE
         Exelon,  ComEd,  PECO and  Generation are filing this amendment on Form
10-K/A in response to comments  received  from the staff of the  Securities  and
Exchange Commission (SEC) in connection with its review of Exelon's Registration
Statement  on Form S-3 (File No.  333-108546),  which  incorporates  this annual
report by reference.

         This  amendment  makes  changes  to Part  III,  Item 14.  Controls  and
Procedures to confirm that each Registrant's  disclosure controls and procedures
are effective and to clarify that each Registrant's  access and ability to apply
its  disclosure  controls and procedures to entities that it does not control or
manage are more limited than subsidiaries that it controls and manages.

         Unless otherwise stated, all information contained in this amendment is
as of March 21, 2003, the filing date of our original Annual Report on Form 10-K
for the year ended December 31, 2002.

                                       2

<PAGE>


PART III
ITEM 14.  CONTROLS AND PROCEDURES

Exelon
         Within  the 90  days  prior  to  the  date  of  this  Report,  Exelon's
management,  including the principal  executive officer and principal  financial
officer,  evaluated Exelon's  disclosure  controls and procedures related to the
recording,  processing,  summarization  and reporting of information in Exelon's
periodic  reports  that it files with the SEC.  These  disclosure  controls  and
procedures have been designed to ensure that (a) material  information  relating
to Exelon,  including its consolidated  subsidiaries,  is made known to Exelon's
management,  including  these  officers,  by other  employees  of Exelon and its
subsidiaries,  and (b) this  information  is  recorded,  processed,  summarized,
evaluated and reported, as applicable,  within the time periods specified in the
SEC's rules and forms. Due to the inherent  limitations of control systems,  not
all  misstatements  may be  detected.  These  inherent  limitations  include the
realities that judgments in  decision-making  can be faulty and that  breakdowns
can occur because of simple error or mistake.  Additionally,  controls  could be
circumvented  by the  individual  acts of some persons or by collusion of two or
more people.  Exelon's controls and procedures can only provide reasonable,  not
absolute,  assurance that the above  objectives  have been met.  Exelon does not
control or manage certain of its unconsolidated entities and thus its access and
ability to apply its disclosure controls and procedures to entities that it does
not control or manage are more limited than is the case for the  subsidiaries it
controls and manages.

         Accordingly,  as  of  December  31,  2002,  these  officers  (principal
executive  officer and  principal  financial  officer)  concluded  that Exelon's
disclosure   controls  and  procedures   were  effective  to  accomplish   their
objectives.  Exelon continually  strives to improve its disclosure  controls and
procedures  to enhance the quality of its  financial  reporting  and to maintain
dynamic systems that change as conditions warrant.


ComEd
         Within  the  90  days  prior  to  the  date  of  this  Report,  ComEd's
management,  including the principal  executive officer and principal  financial
officer,  evaluated ComEd's  disclosure  controls and procedures  related to the
recording,  processing,  summarization  and reporting of  information in ComEd's
periodic  reports  that it files with the SEC.  These  disclosure  controls  and
procedures have been designed to ensure that (a) material  information  relating
to ComEd,  including  its  consolidated  subsidiaries,  is made known to ComEd's
management,  including  these  officers,  by other  employees  of ComEd  and its
subsidiaries,  and (b) this  information  is  recorded,  processed,  summarized,
evaluated and reported, as applicable,  within the time periods specified in the
SEC's rules and forms. Due to the inherent  limitations of control systems,  not
all  misstatements  may be  detected.  These  inherent  limitations  include the
realities that judgments in  decision-making  can be faulty and that  breakdowns
can occur because of simple error or mistake.  Additionally,  controls  could be
circumvented  by the  individual  acts of some persons or by collusion of two or
more people.  ComEd's controls and procedures can only provide  reasonable,  not
absolute,  assurance  that the above  objectives  have been met.  ComEd does not
control or manage certain of its unconsolidated entities and thus its access and
ability to apply its disclosure controls and procedures to entities that it does
not control or manage are more limited than is the case for the  subsidiaries it
controls and manages.

         Accordingly,  as  of  December  31,  2002,  these  officers  (principal
executive  officer and  principal  financial  officer)  concluded  that  ComEd's
disclosure   controls  and  procedures   were  effective  to  accomplish   their
objectives.  ComEd  continually  strives to improve its disclosure  controls and

                                       3

<PAGE>

procedures  to enhance the quality of its  financial  reporting  and to maintain
dynamic systems that change as conditions warrant.

PECO
         Within the 90 days prior to the date of this Report, PECO's management,
including  the principal  executive  officer and  principal  financial  officer,
evaluated PECO's  disclosure  controls and procedures  related to the recording,
processing,  summarization  and  reporting  of  information  in PECO's  periodic
reports that it files with the SEC.  These  disclosure  controls and  procedures
have been  designed to ensure that (a)  material  information  relating to PECO,
including its  consolidated  subsidiaries,  is made known to PECO's  management,
including these officers,  by other employees of PECO and its subsidiaries,  and
(b) this information is recorded, processed, summarized, evaluated and reported,
as applicable,  within the time periods  specified in the SEC's rules and forms.
Due to the inherent limitations of control systems, not all misstatements may be
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty and that  breakdowns  can occur because of simple
error or mistake. Additionally, controls could be circumvented by the individual
acts of some persons or by collusion of two or more people.  PECO's controls and
procedures can only provide reasonable,  not absolute,  assurance that the above
objectives  have  been met.  PECO does not  control  or  manage  certain  of its
unconsolidated  entities and thus its access and ability to apply its disclosure
controls and  procedures to entities that it does not control or manage are more
limited than is the case for the subsidiaries it controls and manages.

         Accordingly,  as  of  December  31,  2002,  these  officers  (principal
executive  officer  and  principal  financial  officer)  concluded  that  PECO's
disclosure   controls  and  procedures   were  effective  to  accomplish   their
objectives.  PECO  continually  strives to improve its  disclosure  controls and
procedures  to enhance the quality of its  financial  reporting  and to maintain
dynamic systems that change as conditions warrant.

Generation
         Within  the 90 days  prior  to the  date of this  Report,  Generation's
management,  including the principal  executive officer and principal  financial
officer,  evaluated  Generation's  disclosure controls and procedures related to
the  recording,  processing,  summarization  and  reporting  of  information  in
Generation's  periodic  reports  that it files  with the SEC.  These  disclosure
controls  and  procedures  have  been  designed  to  ensure  that  (a)  material
information relating to Generation,  including its consolidated subsidiaries, is
made  known to  Generation's  management,  including  these  officers,  by other
employees  of  Generation  and its  subsidiaries,  and (b) this  information  is
recorded, processed,  summarized,  evaluated and reported, as applicable, within
the time  periods  specified  in the SEC's rules and forms.  Due to the inherent
limitations of control systems,  not all  misstatements  may be detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty and that  breakdowns  can occur  because of simple  error or  mistake.
Additionally,  controls could be  circumvented  by the  individual  acts of some
persons  or by  collusion  of two or  more  people.  Generation's  controls  and
procedures can only provide reasonable,  not absolute,  assurance that the above
objectives  have been met.  Generation does not control or manage certain of its
unconsolidated  entities and thus its access and ability to apply its disclosure
controls and  procedures to entities that it does not control or manage are more
limited than is the case for the subsidiaries it controls and manages.

         Accordingly,  as  of  December  31,  2002,  these  officers  (principal
executive officer and principal  financial  officer) concluded that Generation's
disclosure   controls  and  procedures   were  effective  to  accomplish   their
objectives.  Generation  continually  strives to improve its disclosure controls
and procedures to enhance the quality of its financial reporting and to maintain
dynamic systems that change as conditions warrant.

                                       4
<PAGE>

PART IV
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                      Report of Independent Accountants on
                          Financial Statement Schedule

To the Shareholders and Board of Directors
 of Exelon Corporation:

         Our audits of the consolidated  financial statements referred to in our
report dated January 29, 2003, except for Note 23 for which the date is February
20,  2003,  appearing  in the 2002  Annual  Report  to  Shareholders  of  Exelon
Corporation (which report and consolidated financial statements are incorporated
by reference in this Annual  Report on Form 10-K) also  included an audit of the
financial  statement  schedule listed in Item 15(a)(1)(ii) of this Form 10-K. In
our opinion,  this financial statement schedule presents fairly, in all material
respects,  the information  set forth therein when read in conjunction  with the
related consolidated financial statements.

PricewaterhouseCoopers LLP

Chicago, Illinois
January 29, 2003


                                       5
<PAGE>

(a)      Financial Statements and Financial Statement Schedules

(1)      Exelon

(i)      Financial Statements

                  Consolidated Statements of Income for the years 2002, 2001 and
                  2000

                  Consolidated Statements of Cash Flows for the years 2002, 2001
                  and 2000

                  Consolidated Balance Sheets as of December 31, 2002 and 2001

                  Consolidated Statements of Changes in Shareholders' Equity for
                  the years 2002, 2001 and 2000

                  Consolidated  Statements of Comprehensive Income for the years
                  2002, 2001 and 2000

                  Notes to Consolidated Financial Statements

(ii)     Financial Statement Schedule





                                       6
<PAGE>

<TABLE>
<CAPTION>
                                     EXELON CORPORATION AND SUBSIDIARY COMPANIES


                                   Schedule II - Valuation and Qualifying Accounts
                                                    (in millions)

Column A                                      Column B                        Column C      Column D       Column E
--------                                      --------       -------------------------      --------       --------
                                                             Additions and adjustments
                                                             -------------------------
                                                                Charged
                                             Balance at         to Cost        Charged
                                              Beginning             and       to Other                   Balance at
Description                                     of Year        Expenses       Accounts     Deductions   End of Year
-----------                                     -------        --------       --------     ----------   -----------
<S>                                            <C>            <C>               <C>          <C>          <C>
For The Year Ended December 31, 2002
------------------------------------

Allowance for Uncollectible Accounts           $    213       $     129         $   --       $    210  (a)$     132

Reserve for:
Merger-Related Costs                           $    114       $      --         $  (12)      $     74     $      28

Injuries and Damages                           $     72       $      42         $   10       $     25  (b)$      99

Environmental Investigation and
  Remediation                                  $    156       $      21         $   12       $     33  (c)$     156

Obsolete Materials                             $     18       $       9         $    4       $     13     $      18

For The Year Ended December 31, 2001
------------------------------------

Allowance for Uncollectible Accounts           $    200       $     145         $   --       $    132  (a)$     213

Reserve for:
Merger-Related Costs                           $    144       $      --         $   41       $     71     $     114

Injuries and Damages                           $     69       $      17         $    2       $     16  (b)$      72

Environmental Investigation and
  Remediation                                  $    171       $       1          $  --       $     16  (c)$     156

Obsolete Materials                             $    103       $      16          $  --       $    101     $      18

For The Year Ended December 31, 2000
------------------------------------

Allowance for Uncollectible Accounts           $    112       $      87         $   59 (d)   $     58  (a)$     200

Reserve for:
Merger-Related Costs                           $     --       $      --         $  149 (e)   $      5     $     144

Injuries and Damages                           $     23       $       9         $   48 (f)   $     11  (b)$      69

Environmental Investigation and
  Remediation                                  $     57       $      26         $   98 (e)   $     10  (c)$     171

Obsolete Materials                             $     --       $      48         $   55 (e)   $    --      $     103
-------------------------------------------------------------------------------------------------------------------
<FN>
(a)      Write-off of individual accounts receivable.
(b)      Payments of claims and related costs.
(c)      Expenditures for site investigation and remediation.
(d)      Includes October 20, 2000 opening balance of former Unicom Corporation of $48 million.
(e)      Reflects October 20, 2000 opening balance of former Unicom Corporation.
(f)      Reflects October 20, 2000 opening balance of former Unicom Corporation of $47 million.
</FN>


                                                          7


</TABLE>

<PAGE>

(2)      ComEd

(i)      Financial Statements

                  Consolidated Statements of Income for the years 2002 and 2001,
                  and the periods from October 20, 2000 to December 31, 2000 and
                  from January 1, 2000 to October 19, 2000

                  Consolidated  Statements  of Cash Flows for the years 2002 and
                  2001,  and the periods  from  October 20, 2000 to December 31,
                  2000 and from January 1, 2000 to October 19, 2000

                  Consolidated Balance Sheets as of December 31, 2002 and 2001

                  Consolidated Statements of Changes in Shareholders' Equity for
                  the years 2002 and 2001, and the periods from October 20, 2000
                  to December  31, 2000 and from  January 1, 2000 to October 19,
                  2000

                  Consolidated  Statements of Comprehensive Income for the years
                  2002 and  2001,  and the  periods  from  October  20,  2000 to
                  December 31, 2000 and from January 1, 2000 to October 19, 2000

                  Notes to Consolidated Financial Statements

(ii)     Financial Statement Schedule



                                       8
<PAGE>

<TABLE>
<CAPTION>
                               COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

                                 Schedule II - Valuation and Qualifying Accounts
                                                  (in millions)

Column A                              Column B                     Column C  Column D      Column E        Column F
--------                              --------      ------------------------ --------      --------       --------
                                                    Additions and adjustments
                                                    -------------------------
                                                       Charged
                                     Balance at        to Cost      Charged
                                      Beginning            and     to Other           Restructuring      Balance at
Description                             of Year       Expenses     Accounts Deductions    Transfers (a) End of Year
-----------                             -------       --------     -------- ----------    ------------- -----------
<S>                                   <C>              <C>         <C>          <C>          <C>       <C>
For The Year Ended December 31, 2002
------------------------------------

Allowance for Uncollectible Accounts  $      49        $    50     $     --     $   75       $   --    $      24

Reserve for:
Merger-Related Costs                  $      63        $    --     $     (9)    $   41       $   --    $      13

Injuries and Damages                  $      37        $    23     $     --     $   14 (b)   $   --    $      46

Environmental Investigation and
  Remediation                         $     105        $    19     $     --     $   23 (c)   $   --    $     101

Obsolete Materials                    $       6        $    --     $     --     $    1       $   --    $       5

For The Year Ended December 31, 2001
------------------------------------

Allowance for Uncollectible Accounts  $      60        $    42     $      1     $   54       $   --    $      49

Reserve for:
Merger-Related Costs                  $     144        $    --     $     25     $   29       $   77    $      63

Injuries and Damages                  $      48        $     4     $     --     $    7 (b)   $    8    $      37

Environmental Investigation and
  Remediation                         $     117        $     1     $     --     $   13 (c)   $   --    $     105

Obsolete Materials                    $      98        $    --     $     --     $   14       $   78    $       6

For The Year Ended December 31, 2000
------------------------------------

Allowance for Uncollectible Accounts  $      49        $    46     $     11     $   46       $   --    $      60

Reserve for:
Merger-Related Costs                  $      --        $    --     $    149     $    5       $   --    $     144

Injuries and Damages                  $      55        $    10     $      5     $   22 (b)   $   --    $      48

Environmental Investigation and
  Remediation                         $     100        $    26     $     --     $    9 (c)   $   --    $     117

Obsolete Materials                    $      27        $    57     $     19     $    5       $   --    $      98
----------------------------------------------------------------------------------------------------------------
<FN>
(a)      Represents  amounts  transferred  as part of the 2001  Corporate  Restructuring.  See ITEM 8.  Financial
         Statements  and  Supplementary  Information  - ComEd - Note 2 -  Corporate  Restructuring  of  Notes  to
         Consolidated Financial Statements.
(b)      Payments of claims and related costs.
(c)      Expenditures for site investigation and remediation.
</FN>


                                                        9
</TABLE>

<PAGE>


(3)      PECO

(i)      Financial Statements

                  Consolidated Statements of Income for the years 2002, 2001 and
                  2000

                  Consolidated Statements of Cash Flows for the years 2002, 2001
                  and 2000

                  Consolidated Balance Sheets as of December 31, 2002 and 2001

                  Consolidated Statements of Changes in Shareholders' Equity for
                  the years 2002, 2001 and 2000

                  Consolidated  Statements of Comprehensive Income for the years
                  2002, 2001 and 2000

                  Notes to Consolidated Financial Statements

(ii)     Financial Statement Schedule


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                   PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES


                                 Schedule II - Valuation and Qualifying Accounts
                                                  (in millions)

Column A                              Column B                     Column C  Column D      Column E        Column F
--------                              --------      ------------------------ --------      --------        --------
                                                    Additions and adjustments
                                                    ------------------------
                                                       Charged
                                     Balance at        to Cost      Charged
                                      Beginning            and     to Other           Restructuring      Balance at
Description                             of Year       Expenses     Accounts Deductions    Transfers (a) End of Year
-----------                             -------       --------     -------- ----------    ------------- -----------

<S>                                   <C>              <C>         <C>          <C>          <C>         <C>
For The Year Ended December 31, 2002
------------------------------------

Allowance for Uncollectible Accounts  $     110        $    45     $     --     $   83 (b)   $   --      $   72

Reserve for:
Injuries and Damages                  $      25        $    10     $     --     $   11 (c)   $   --      $   24

Environmental Investigation and
  Remediation                         $      37        $     3     $      6     $    6 (d)   $   --      $   40

Obsolete Materials                    $       1        $    --     $     --     $    1       $   --      $   --

For The Year Ended December 31, 2001
------------------------------------

Allowance for Uncollectible Accounts  $     131        $    69     $     --     $   67 (b)   $   23      $  110

Reserve for:
Injuries and Damages                  $      21        $    13     $     --     $    9 (c)   $   --      $   25

Environmental Investigation and
  Remediation                         $      54        $    --     $     --     $    2 (d)   $   15      $   37

Obsolete Materials                    $       3        $     6     $     --     $    7       $    1      $    1

For The Year Ended December 31, 2000
------------------------------------

Allowance for Uncollectible Accounts  $     112        $    68     $     --     $   49 (b)   $   --      $  131

Reserve for:
Injuries and Damages                  $      23        $     7     $     --     $    9 (c)   $   --      $   21

Environmental Investigation and
  Remediation                         $      57        $    --     $     --     $    3 (d)   $   --      $   54
---------------------------------------------------------------------------------------------------------------
<FN>
(a)      Represents  amounts  transferred  as part of the 2001  Corporate  Restructuring.  See ITEM 8.  Financial
         Statements  and  Supplementary  Information  - PECO - Note 2 - Corporate  Restructuring  of Notes to the
         Consolidated Financial Statements.
(b)      Write-off of individual accounts receivable.
(c)      Payments of claims and related costs.
(d)      Expenditures for site investigation and remediation.
</FN>


                                                       11
</TABLE>

<PAGE>


(4)      Generation

(i)      Financial Statements

                  Consolidated Statements of Income for the years 2002, 2001 and
                  2000

                  Consolidated  Statements of Cash Flow for the years 2002, 2001
                  and 2000

                  Consolidated Balance Sheets as of December 31, 2002 and 2001

                  Consolidated  Statements  of  Changes  in  Divisional/Member's
                  Equity for the years 2002, 2001 and 2000

                  Consolidated  Statements of Comprehensive Income for the years
                  2002, 2001 and 2000

                  Notes to Consolidated Financial Statements

(ii)     Financial Statement Schedule



                                       12
<PAGE>

<TABLE>
<CAPTION>
                               EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES


                                   Schedule II - Valuation and Qualifying Accounts
                                                    (in millions)

Column A                              Column B                     Column C  Column D      Column E        Column F
--------                              --------      ------------------------ ---------     --------        --------
                                                    Additions and adjustments
                                                    ------------------------
                                                       Charged
                                     Balance at        to Cost      Charged
                                      Beginning            and     to Other                  Merger      Balance at
Description                             of Year       Expenses     Accounts Deductions     Transfer (a) End of Year
-----------                             -------       --------     -------- ----------     ------------ -----------

<S>                                   <C>              <C>         <C>          <C>          <C>          <C>
For The Year Ended December 31, 2002
------------------------------------

Allowance for Uncollectible Accounts  $      17        $    26     $     --     $   21 (b)   $   --       $   22

Reserve for:
Merger Related Costs                  $      31        $    --     $     (2)    $   22 (c)   $   --       $    7

Injuries and Damages                  $      12        $    25     $     --     $    9       $   --       $   28

Environmental Investigation and
  Remediation                         $      14        $    --     $      7 (e) $    6 (d)   $   --       $   15

Obsolete Materials                    $      12        $    10     $      3     $   12       $   --       $   13

For The Year Ended December 31, 2001
------------------------------------

Allowance for Uncollectible Accounts  $       2        $    16     $     --     $    1 (b)   $   --       $   17

Reserve for:
Merger Related Costs                  $      50        $    --     $    (10)    $    9       $   --       $   31

Injuries and Damages                  $       8        $    --     $      4     $   --       $   --       $   12

Environmental Investigation and
  Remediation                         $      15        $    --     $     --     $    1 (d)   $   --       $   14

Obsolete Materials                    $      79        $    11     $     --     $   78       $   --       $   12

For The Year Ended December 31, 2000
------------------------------------

Allowance for Uncollectible Accounts  $      --        $     2     $     --     $   -- (b)   $   --       $    2

Reserve for:
Merger Related Costs                  $      --        $    --     $     --     $   --       $   50       $   50

Injuries and Damages                  $      --        $    --     $      8     $   -- (c)   $   --       $    8

Environmental Investigation and
  Remediation                         $      16        $    --     $     --     $    1 (d)   $   --       $   15

Obsolete Materials                    $       1        $    --     $     78     $   --       $   --       $   79
----------------------------------------------------------------------------------------------------------------
<FN>
(a)      Represents amounts  transferred as part of the Merger.  See ITEM 8. Financial  Statements and Supplementary
         Information - Generation - Note 2 - Merger of the Notes to Consolidated Financial Statements.
(b)      Write-off of individual accounts receivable.
(c)      Payments of claims and related costs.
(d)      Expenditures for site investigation and remediation.
(e)      Result of New England Holdings asset acquisition in November 2002.
</FN>


                                                         13
</TABLE>

<PAGE>

   The  individual  financial  statements  and schedules of Exelon's and ComEd's
unconsolidated wholly-owned subsidiaries have been omitted from their respective
Annual Reports on Form 10-K because the investments are not material in relation
to their respective financial positions or results of operations. As of December
31, 2001, the assets of the unconsolidated subsidiaries,  in the aggregate, were
less than 1% of Exelon's and ComEd's  consolidated  assets. The 2001 revenues of
the unconsolidated subsidiaries, in the aggregate, were less than 1% of Exelon's
and ComEd's consolidated annual revenues.

(b) Reports on Form 8-K

   Exelon,  ComEd,  PECO and/or  Generation  filed  Current  Reports on Form 8-K
during the fourth quarter of 2002 regarding the following items:

         Date of Earliest
         Event Reported     Description of Item Reported
         ------------------ ----------------------------------------------------
         October 2, 2002    "ITEM 5. OTHER  EVENTS"  filed by Exelon,  ComEd and
                            Generation,   regarding   Generation's  exercise  of
                            certain  options under its purchased power agreement
                            with Midwest Generation, LLC.

         October 10, 2002  "ITEM 5.  OTHER  EVENTS"  filed by Exelon and ComEd,
                            regarding  the  results  of  the  audit  by  Liberty
                            Consulting  Group  related to the  pending  Delivery
                            Services Rate Case.

         October 14, 2002   "ITEM 5. OTHER EVENTS"  filed by Exelon,  announcing
                            that  Robert S.  Shapard  accepted  the  position of
                            Executive   Vice   President  and  Chief   Financial
                            Officer.

         October 18, 2002   "ITEM 5. OTHER EVENTS" filed by Exelon,  ComEd, PECO
                            and Generation,  announcing  Exelon's expected third
                            quarter 2002 earnings and its plans to restate other
                            comprehensive income.

         October 21, 2002   "ITEM 5. OTHER EVENTS" filed by Exelon,  ComEd, PECO
                            and Generation,  regarding Exelon's  presentation at
                            the Edison Electric Institute Financial Conference.

         October 30, 2002   "ITEM 5. OTHER EVENTS" filed by Exelon,  ComEd, PECO
                            and  Generation   regarding  the   announcement   of
                            Exelon's  third quarter  earnings and the closing of
                            Generation's   acquisition   of  Sithe  New  England
                            Holdings, LLC and "ITEM 9. REGULATION FD DISCLOSURE"
                            filed  by  Exelon,   ComEd,   PECO  and   Generation
                            regarding  comments  made  during the third  quarter
                            earnings conference call and the financial impact of
                            the Sithe New England Holdings Acquisition.

         November 4, 2002  "ITEM 5. OTHER EVENTS" filed by Exelon,  ComEd, PECO
                            and Generation announcing that effective November 4,
                            2002,  Robert S.  Shapard  assumed the role of Chief
                            Financial   Officer  and  Exelon  renewed  its  $1.5
                            billion credit  facility,  in which ComEd,  PECO and
                            Generation participate.


                                                          14
<PAGE>

         December 19, 2002  "ITEM 9.  REGULATION FD DISCLOSURE"  filed by Exelon
                            and  Generation   regarding  the  note  to  Exelon's
                            financial  community  related  to an  update  on its
                            Sithe investment.

                            ----------------------------------------------------

(c)      Exhibits

         Certain of the following exhibits are incorporated  herein by reference
under Rule  12b-32 of the  Securities  and  Exchange  Act of 1934,  as  amended.
Certain other  instruments  which would otherwise be required to be listed below
have not been so listed because such instruments do not authorize  securities in
an amount which exceeds 10% of the total assets of the applicable registrant and
its subsidiaries on a consolidated  basis and the relevant  registrant agrees to
furnish a copy of any such instrument to the Commission upon request.


Exhibit No.         Description
------------------- ------------------------------------------------------------

2-1                 Amended and Restated  Agreement  and Plan of Merger dated as
                    of October  20,  2000,  among PECO  Energy  Company,  Exelon
                    Corporation and Unicom Corporation. **

3-1                 Articles of Incorporation of Exelon Corporation. **

3-2                 Bylaws of Exelon Corporation. **

3-3                 Amended  and  Restated  Articles  of  Incorporation  of PECO
                    Energy Company.**

3-4                 Bylaws of PECO Energy Company, adopted February 26, 1990 and
                    amended January 26, 1998. **

3-5                 Restated  Articles of Incorporation  of Commonwealth  Edison
                    Company effective February 20, 1985, including Statements of
                    Resolution    Establishing    Series,    relating   to   the
                    establishment  of three new  series of  Commonwealth  Edison
                    Company  preference  stock  known as the  "$9.00  Cumulative
                    Preference Stock," the "$6.875 Cumulative  Preference Stock"
                    and the "$2.425 Cumulative
                    Preference Stock". **

3-6                 Bylaws of Commonwealth  Edison Company,  effective September
                    2, 1998, as amended through October 20, 2000.**

3-7                 Certificate of Formation of Exelon Generation Company,  LLC.
                    **

3-8                 Exelon Generation Company, LLC Operating Agreement.**

4-1                 $1,500,000,000  Credit  Agreement  dated as of November  22,
                    2002 among Exelon Corporation,  Commonwealth Edison Company,
                    PECO Energy Company and Exelon  Generation  Company,  LLC as
                    Borrowers,  various financial  institutions named therein as
                    Lenders,  Bank One, NA, as  Administrative  Agent,  ABN AMRO
                    Bank,  N.V.  and Dresden  Bank AG, New York and Grand Cayman
                    Branches, as Co-Documentation  Agents and Citibank, N.A. and
                    Wachovia  Bank,  National  Association,   as  Co-Syndication
                    Agents, and Banc One Capital Markets, Inc., as Lead Arranger
                    and Sole Book Runner. **
--------------------------------------------------------------------------------

                                       15
<PAGE>


4-2                 First and Refunding  Mortgage  dated May 1, 1923 between The
                    Counties  Gas  and  Electric  Company  (predecessor  to PECO
                    Energy  Company) and Fidelity Trust Company,  Trustee (First
                    Union National Bank, successor).**

4-2-1               Supplemental  Indentures to PECO Energy  Company's First and
                    Refunding Mortgage:

                    Dated as of          File Reference       Exhibit No.
                    -------------------- -------------------- ---------------
                    May 1, 1927          **
                    March 1, 1937        **
                    December 1, 1941     **
                    November 1, 1944     **
                    December 1, 1946     **
                    September 1, 1957    **
                    May 1, 1958          **
                    March 1, 1968        **
                    March 1, 1981        **
                    March 1, 1981        **
                    December 1, 1984     **
                    April 1, 1991        **
                    December 1, 1991     **
                    June 1, 1992         **
                    March 1, 1993        **
                    May 1, 1993          **
                    May 1, 1993          **
                    August 15, 1993      **
                    May 1, 1995          **
                    September 15, 2002   **
                    October 1, 2002      **

4-3                 Exelon Corporation Dividend  Reinvestment and Stock Purchase
                    Plan .**

4-4                 Mortgage  of   Commonwealth   Edison   Company  to  Illinois
                    Merchants Trust Company, Trustee (BNY Midwest Trust Company,
                    as  current  successor  Trustee),  dated  July 1,  1923,  as
                    supplemented and amended by Supplemental  Indenture  thereto
                    dated August 1, 1944.**


                                       16
<PAGE>


4-4-1               Supplemental   Indentures  to  aforementioned   Commonwealth
                    Edison Mortgage.

                    Dated as of          File Reference       Exhibit No.
                    -------------------- -------------------- ---------------
                    August 1, 1946       **
                    April 1, 1953        **
                    March 31, 1967       **
                    April 1,1967         **
                    February 28, 1969    **
                    May 29, 1970         **
                    June 1, 1971         **
                    April 1, 1972        **
                    May 31, 1972         **
                    June 15, 1973        **
                    May 31, 1974         **
                    June 13, 1975        **
                    May 28, 1976         **
                    June 3, 1977         **
                    May 17, 1978         **
                    August 31, 1978      **
                    June 18, 1979        **
                    June 20, 1980        **
                    April 16, 1981       **
                    April 30, 1982       **
                    April 15, 1983       **
                    April 13, 1984       **
                    April 15, 1985       **
                    April 15, 1986       **
                    June 15, 1990        **
                    October 1, 1991      **
                    October 15, 1991     **
                    May 15, 1992         **
                    September 15, 1992   **
                    February 1, 1993     **
                    April 1, 1993        **
                    April 15, 1993       **
                    June 15, 1993        **
                    July 15, 1993        **
                    January 15, 1994     **
                    December 1, 1994     **
                    June 1, 1996         **
                    March 1, 2002        **
                    May 20, 2002         **
                    June 1, 2002         **
                    October 7, 2002      **
                    January 13, 2003     **


                                       17
<PAGE>

4-4-2               Instrument of Resignation,  Appointment and Acceptance dated
                    as of  February  20,  2002,  under  the  provisions  of  the
                    Mortgage  dated July 1, 1923,  and  Indentures  Supplemental
                    thereto, regarding corporate trustee.**

4-4-3               Instrument   dated  as  of  January  31,  1996,   under  the
                    provisions of the Mortgage dated July 1, 1923 and Indentures
                    Supplemental thereto, regarding individual trustee.**

4-5                 Indenture dated as of September 1, 1987 between Commonwealth
                    Edison  Company  and  Citibank,  N.A.,  Trustee  relating to
                    Notes.**

4-6-1               Supplemental Indentures to aforementioned Indenture.

                    Dated as of          File Reference       Exhibit No.
                    -------------------- -------------------- ---------------
                    September 1, 1987    **
                    January 1, 1997      **
                    September 1, 2000    **

4-7                 Indenture  dated June 1, 2001 between  Generation  and First
                    Union   National   Bank   (now   Wachovia   Bank,   National
                    Association).**

10-1                Stock Purchase  Agreement  among Exelon  (Fossil)  Holdings,
                    Inc., as Buyer and The Stockholders of Sithe Energies, Inc.,
                    as Sellers, and Sithe Energies, Inc.**

10-2                $1,250,000,000  Credit and Reimbursement  Agreement dated as
                    of January 31, 2001 by and among Exelon  Boston  Generating,
                    LLC  (successor  to  Sithe  Boston   Generating,   LLC),  as
                    Borrower,  the Lenders named therein,  Bayerische Landesbank
                    Girozentrale,   as   DSR  LC   Issuer,   BNP   Paribas,   as
                    Administrative Agent.**

10-3                Power Purchase Agreement among Generation and PECO.**

10-4                Power Purchase Agreement among Generation and ComEd.**

10-5                Amended and restated  employment  agreement  between  Exelon
                    Corporation  and  John W.  Rowe  dated  as of  November  26,
                    2001.*,**

10-6                Separation  Agreement  between Exelon and Corbin A. McNeill,
                    Jr., dated as of April 23, 2002.*,**

10-7                Employment Agreement by and among Exelon Corporation, Exelon
                    Generation Company, LLC and Oliver D. Kingsley, Jr. dated as
                    of September 5, 2002.*,**

10-8                Exelon Corporation Deferred Compensation Plan.**

10-9                Exelon Corporation Retirement Program.**

10-10               PECO Energy Company Unfunded Deferred  Compensation Plan for
                    Directors.*,**

10-11               Exelon Corporation  Long-Term  Incentive Plan As Amended and
                    Restated effective January 28, 2002.*,**

--------------------------------------------------------------------------------

                                       18
<PAGE>

10-11-1             Form of Restricted  Stock Award  Agreement  under the Exelon
                    Corporation Long-Term Incentive Plan.*,**

10-11-2             Forms of Transferable Stock Option Award Agreement under the
                    Exelon Corporation Long-Term Incentive Plan.*,**

10-11-3             Forms of Stock  Option  Award  Agreement  under  the  Exelon
                    Corporation Long-Term Incentive Plan.*,**

10-12               PECO  Energy  Company  Management   Incentive   Compensation
                    Plan.*,**

10-13               PECO Energy Company 1998 Stock Option Plan.*,**

10-14               Exelon Corporation Employee Savings Plan.**

10-15               Second Amended and Restated Trust  Agreement for PECO Energy
                    Transition Trust.**

10-16               Indenture  dated as of March 1,  1999  between  PECO  Energy
                    Transition Trust and The Bank of New York.**

10-16-1             Series  Supplement  dated as of March 25, 1999  between PECO
                    Energy Transition Trust and The Bank of New York.**

10-16-2             Series  Supplement  dated as of March 1, 2001  between  PECO
                    Energy Transition Trust and The Bank of New York.**

10-16-3             Series  Supplement  dated  as of May 2,  2000  between  PECO
                    Energy Transition Trust and The Bank of New York.**

10-17               Intangible  Transition  Property Sale Agreement  dated as of
                    March  25,1999,  as amended and  restated as of May 2, 2000,
                    between  PECO  Energy   Transition  Trust  and  PECO  Energy
                    Company.**

10-17-1             Amendment  No.  1 to  Intangible  Transition  Property  Sale
                    Agreement  dated  as of  March  25,  1999,  as  amended  and
                    restated as of May 2, 2000.**

10-18               Master  Servicing  Agreement  dated as of March 25, 1999, as
                    amended and restated as of May 2, 2000,  between PECO Energy
                    Transition Trust and PECO Energy Company.**

10-18-1             Amendment No. 1 to Master  Servicing  Agreement  dated as of
                    March 25, 1999, as amended and restated as of May 2, 2000.**

10-19               Exelon Corporation Cash Balance Pension Plan.**

10-20               Joint Petition for Full Settlement of PECO Energy  Company's
                    Restructuring Plan and Related Appeals and Application for a
                    Qualified  Rate  Order  and   Application  for  Transfer  of
                    Generation Assets dated April 29, 1998.**

--------------------------------------------------------------------------------

                                       19
<PAGE>

10-21               Joint Petition for Full Settlement of PECO Energy  Company's
                    Application  for  Issuance  of  Qualified  Rate Order  Under
                    Section  2812 of the  Public  Utility  Code  dated  March 8,
                    2000.**

10-22               Unicom Corporation  Amended and Restated Long-Term Incentive
                    Plan.*,**

10-22-1             First Amendment to Unicom  Corporation  Amended and Restated
                    Long Term Incentive Plan.*,**

10-22-2             Second Amendment to Unicom Corporation  Amended and Restated
                    Long Term Incentive Plan.*,**

10-23               Unicom Corporation  General Provisions  Regarding 1996 Stock
                    Option  Awards  Granted  under the  Unicom  Corporation  and
                    Long-Term Incentive Plan.*,**

10-24               Unicom Corporation General Provisions  Regarding 1996B Stock
                    Option Awards Granted under the Unicom Corporation Long-Term
                    Incentive Plan.*,**

10-25               Unicom Corporation General Provisions Regarding Stock Option
                    Awards  Granted  under  the  Unicom  Corporation   Long-Term
                    Incentive Plan (Effective July 10, 1997).**

10-26               Unicom  Corporation  Deferred  Compensation  Unit  Plan,  as
                    amended.*,**

10-27               Exelon Corporation Corporate Stock Deferral Plan.*,**

10-28               Unicom  Corporation   Retirement  Plan  for  Directors,   as
                    amended.*,**

10-29               Commonwealth  Edison Company  Retirement Plan for Directors,
                    as amended.*,**

10-30               Unicom Corporation 1996 Directors' Fee Plan.*,**

10-30-1             Second  Amendment to Unicom  Corporation  1996 Directors Fee
                    Plan.*,**

10-31               Change in  Control  Agreement  between  Unicom  Corporation,
                    Commonwealth    Edison    Company   and    certain    senior
                    executives.*,**

10-31-1             Forms of Change in Control  Agreement  Between  PECO  Energy
                    Company and Certain Employees.*,**

10-32               Commonwealth  Edison Company  Executive Group Life Insurance
                    Plan.*,**

10-32-1             Amendment to the Commonwealth Edison Company Executive Group
                    Life Insurance Plan.*,**

10-32-2             Amendment to the Commonwealth Edison Company Executive Group
                    Life Insurance Plan dated December 12, 1986.*,**

10-32-3             Amendment to the Commonwealth Edison Company Executive Group
                    Life  Insurance  Plan to implement  program of "split dollar
                    life insurance" dated December 13, 1990.*,**

--------------------------------------------------------------------------------

                                       20
<PAGE>

10-32-4             Amendment to  Commonwealth  Edison Company  Executive  Group
                    Life   Insurance   Plan  to  stabilize   the  death  benefit
                    applicable to participants dated July 22, 1992.*,**

10-33               First  Amendment  to  Exelon  Corporation  Employee  Savings
                    Plan.**

10-33-1             First   Amendment  to  the   Commonwealth   Edison   Company
                    Supplemental Management Retirement Plan.*,**

10-34               Second   Amendment  and  Restated  Exelon   Corporation  Key
                    Management Severance Plan.*,**

10-35               Forms  of  Change  in  Control   Agreement   between  Exelon
                    Corporation and certain senior executives.**

10-36               Amendment   No.  1  to   Exelon   Corporation   Supplemental
                    Management Retirement Plan.*,**

10-37               Form of Stock Award Agreement  under the Unicom  Corporation
                    Long-Term Incentive Plan.*,**

10-38               Amended  and  Restated  Key  Management  Severance  Plan for
                    Unicom  Corporation  and  Commonwealth  Edison Company dated
                    March 8, 1999.*,**

10-38-1             Exelon Corporation Employee Stock Purchase Plan.**

10-38-2             First  Amendment to the Exelon  Corporation  Employee  Stock
                    Purchase Plan.**

10-39               PECO Energy Company Supplemental Pension Benefit Plan.*,**

10-40               Exelon  Corporation 2001 Performance  Share Awards for Power
                    Team  Employees  under  the  Exelon  Corporation  Long  Term
                    Incentive Plan.*,**

10-41               Agreement  Regarding  Various Matters Involving or Affecting
                    Rates for Electric  Service Offered by  Commonwealth  Edison
                    Company dated as of March 3, 2003 among Commonwealth  Edison
                    Company and the other parties named therein.**

10-41-1             Amendment  dated  as of  March  10,  2003  to the  Agreement
                    Regarding  Various Matters  Involving or Affecting Rates for
                    Electric Service Offered by Commonwealth Edison Company.**

16                  Arthur Andersen Letter to Securities and Exchange Commission
                    regarding the change in certifying accountant.**

18-1                Letter from  PricewaterhouseCoopers  LLP addressed to Exelon
                    Corporation concerning a change in accounting principles.**

18-2                Letter from  PricewaterhouseCoopers  LLP  addressed  to PECO
                    Energy   Company   concerning   a   change   in   accounting
                    principles.**

--------------------------------------------------------------------------------

                                       21
<PAGE>

                    Subsidiaries
21-1                Exelon Corporation**
21-2                Commonwealth Edison Company**
21-3                PECO Energy Company**


                    Consent of Independent Accountants
23-1                Exelon Corporation**
23-2                Commonwealth Edison Company**
23-3                PECO Energy Company**
23-4                Exelon Corporation

                    Power of Attorney
24-1                Edward A. Brennan**
24-2                Carlos H. Cantu**
24-3                M. Walter D'Alessio**
24-4                Nicholas DeBenedictis**
24-5                Bruce DeMars**
24-6                G. Fred DiBona, Jr. **
24-7                Reserved
24-8                Richard H. Glanton**
24-9                Reserved
24-10               Edgar D. Jannotta**
24-11               John M. Palms, Ph.D. **
24-12               John W. Rogers, Jr. **
24-13               Ronald Rubin**
24-14               Richard L. Thomas**


                   Certifications  Pursuant to Rule  13a-14(a)  and 15d-14(a) of
                   the  Securities  and  Exchange  Act of 1934 as to the  Annual
                   Report on Form 10-K/A for the annual  period  ended  December
                   31, 2002 filed by the  following  officers for the  following
                   companies:
                  --------------------------------------------------------------
31-1              Filed by John W. Rowe for Exelon Corporation
31-2              Filed by Robert S. Shapard for Exelon Corporation
31-3              Filed by Michael B. Bemis for Commonwealth Edison Company
31-4              Filed by J. Barry Mitchell for Commonwealth Edison Company
31-5              Filed by Michael B. Bemis for PECO Energy Company
31-6              Filed by J. Barry Mitchell for PECO Energy Company
31-7              Filed by Oliver D. Kingsley Jr. for Exelon Generation Company,
                  LLC
31-8              Filed by J. Barry Mitchell for Exelon Generation Company, LLC
                  --------------------------------------------------------------

99-1              Exelon  Corporation's  Current  Report  on  Form  8-K  dated
                  February 21, 2003.**

                  Certifications Pursuant to Section 1350 of Chapter 63 of Title
                  18 United States Code (Sarbanes - Oxley Act of 2002) as to the
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  2002  filed  by  the  following  officers  for  the  following
                  registrants:**
                  --------------------------------------------------------------


                                       22
<PAGE>


99-2              Filed by John W. Rowe for Exelon Corporation
99-3              Filed by Robert S. Shapard for Exelon Corporation
99-4              Filed by Pamela B. Strobel for Commonwealth Edison Company
99-5              Filed by Robert S. Shapard for Commonwealth Edison Company
99-6              Filed by Pamela B. Strobel for PECO Energy Company
99-7              Filed by Robert S. Shapard for PECO Energy Company
99-8              Filed by Oliver D. Kingsley Jr. for Exelon Generation Company,
                  LLC
99-9              Filed by Robert S. Shapard for Exelon Generation Company, LLC
                  --------------------------------------------------------------
*   Compensatory  plan or  arrangements  in which  directors  or officers of the
    applicable  registrant  participate  and  which  are  not  available  to all
    employees.
** Exhibits  were filed with the Form 10-K for the year ended  December 31, 2002
filed on March 21, 2003 (File No. 1-16169,  2002 Form 10-K, Exhibits 2-1 through
99-9).


                                       23
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.

EXELON CORPORATION

By: /s/ John W. Rowe
    ----------------------------------------
Name:  John W. Rowe
Title:  Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.

Signature                           Title
---------                           -----


/s/ John W. Rowe                    Chairman and Chief Executive Officer
-----------------------------       (Principal Executive Officer)
John W. Rowe

/s/ Robert S. Shapard               Executive Vice President and Chief Financial
-----------------------------       Officer (Principal Financial Officer)
Robert S. Shapard

/s/ Matthew F. Hilzinger            Vice President and Corporate Controller
-----------------------------       (Principal Accounting Officer)
Matthew F. Hilzinger

This annual report has also been signed below by John W. Rowe, Attorney-in-Fact,
on behalf of the following Directors on the date indicated:

EDWARD A. BRENNAN                       EDGAR D. JANNOTTA
M. WALTER D'ALESSIO                     JOHN M. PALMS, PH.D.
NICHOLAS  DEBENEDICTIS                  JOHN W. ROGERS, JR.
BRUCE DEMARS                            RONALD RUBIN
G. FRED DIBONA, JR                      RICHARD L. THOMAS



By: /s/ John W. Rowe                                           December 15, 2003
--------------------------------------------
Name:  John W. Rowe
Title:  Chairman and Chief Executive Officer


                                       24
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.

COMMONWEALTH EDISON COMPANY

By: /s/ John W. Rowe
    -----------------------
Name:  John W. Rowe
Title:  Chairman and Chief Executive Officer, Exelon, and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.

Signature                           Title
---------                           -----

/s/ John W. Rowe                    Chairman and Chief Executive Officer,
----------------------------        Exelon, and Director
John W. Rowe


/s/ Michael B. Bemis                President, Exelon Energy Delivery, and
----------------------------        Director
Michael B. Bemis                    (Principal Executive Officer)




/s/ J. Barry Mitchell               Senior Vice President and Treasurer, Exelon,
----------------------------        and Chief Financial Officer
J. Barry Mitchell                   (Principal Financial Officer)


/s/ Duane M. DesParte               Vice President and Controller, Exelon
----------------------------        Energy Delivery
Duane M. DesParte                   (Principal Accounting Officer)


/s/ Frank M. Clark                  President and Director
----------------------------
Frank M. Clark


/s/ Oliver D. Kingsley Jr.          Director
----------------------------
Oliver D. Kingsley Jr.


/s/ Robert S. Shapard               Director
----------------------------
Robert S. Shapard


/s/ S. Gary Snodgrass               Director
----------------------------
S. Gary Snodgrass



                                       25
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.

PECO ENERGY COMPANY

By: /s/ John W. Rowe
    -----------------------------------------------
Name:  John W. Rowe
Title:  Chairman and Chief Executive Officer, Exelon, and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.

Signature                           Title
---------                           -----

/s/ John W. Rowe                    Chairman and Chief Executive Officer,
----------------------------        Exelon, and Director
John W. Rowe


/s/ Michael B. Bemis                President, Exelon Energy Delivery, and
----------------------------        Director
Michael B. Bemis                    (Principal Executive Officer)


/s/ J. Barry Mitchell               Senior Vice President and Treasurer, Exelon,
----------------------------        and Chief Financial Officer
J. Barry Mitchell                   (Principal Financial Officer)



/s/ Duane M. DesParte               Vice President and Controller, Exelon
----------------------------        Energy Delivery
Duane M. DesParte                   (Principal Accounting Officer)


/s/ Oliver D. Kingsley Jr.          Director
----------------------------
Oliver D. Kingsley Jr.


/s/ Denis P. O'Brien                President and Director
----------------------------
Denis P. O'Brien


/s/ Robert S. Shapard               Director
----------------------------
Robert S. Shapard


                                       26
<PAGE>




SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 15th day of December, 2003.

EXELON GENERATION COMPANY, LLC

By: /s/ John W. Rowe
    ---------------------------------------------
Name:  John W. Rowe
Title:  Chairman and Chief Executive Officer, Exelon

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities indicated on the 15th day of December, 2003.

Signature                           Title
---------                           -----

/s/ John W. Rowe                    Chairman and Chief Executive Officer, Exelon
----------------------------
John W. Rowe


/s/ Oliver D. Kingsley Jr.
----------------------------        Chief Executive Officer and President
Oliver D. Kingsley Jr.              (Principal Executive Officer)


/s/ J. Barry Mitchell               Senior Vice President and Treasurer, Exelon,
----------------------------        and Chief Financial Officer
J. Barry Mitchell                   (Principal Financial Officer)


/s/ Matthew F. Hilzinger            Vice President and Corporate Controller,
----------------------------        Exelon
Matthew F. Hilzinger                (Principal Accounting Officer)




                                       27